The quill glided across the crisp parchment, leaving a bold line of ink in its wake. Under Twilight Sparkle's magical direction, more lines crisscrossed the parchment, dividing it into neat little boxes. Soon these boxes were filled in with cramped writing, and the rows and columns were labelled with dates and times. Twilight paused to survey her work. "A perfect schedule," she announced to the empty library. "And I even left room to plan next month's schedule this time!" All it lacked was a fitting title. Twilight leaned in close, concentrating.

"Gaaah!" Before it could even touch the parchment, the quill flew up and out of sight behind her. Twilight winced and put a hoof to her smarting eye. It had happened again: a sharp pain in her eye, followed by a flash of green light that left her blinded for a few moments. Such occurrences had been bothering her off and on ever since returning from the wedding yesterday. At first, she had written them off as the result of being overworked without adequate sleep. After all, she had stayed up for nearly two days straight while making all the preparations for the same wedding twice, and had fought off a horde of changelings in the middle there. But now that her brother and Cadance were safely shipped off on their honeymoon and things had returned to normal back in Ponyville, she figured the pains would disappear on their own with a bit of rest. Instead, they had grown in both intensity and frequency.

Enough was enough. Twilight blinked a few times to clear her vision and walked over to one of the bookshelves, from which she retrieved a large tome bound in green leather. "Supernaturals," she read off the cover. "Natural Remedies and Cure-Alls that are Simply Super." She had still not read the book as thoroughly as she would have liked, but after getting to know Zecora and noting the efficacy of her herbal potions, she had become more inclined to follow its advice. At any rate, it was as good a place as any to start. She set the book on her reading table, shoving her freshly-made schedule off to one side, and began flipping through the pages. However, no cures for her eye pain presented themselves to her, and before she knew it she had reached the back cover.

"That can't be right. I was sure this book had far more information than that. And more pages..." She held the book up to her face edge-on, noting the thickness of the spine. "Something isn't right here, and I'm getting to the bottom of it." All thoughts of her discomfort forgotten, she resolutely opened the book back to page one, observing how the pages distributed themselves as she slowly turned them one at a time. She knew it was not unusual for books to look like they were opened somewhere in the middle, even if you were on one of the first pages. Pinkie Pie had tried explaining it to her once, something about "it does that because it looks more like a book that way," but since when had Twilight trusted Pinkie to explain physics when the energetic pony was so good at breaking every law it threw at her? Regardless, the pages again ran out far sooner than they should have.

"Weird. I wonder..." She glanced at the walls of shelves surrounding her, each packed with books. Did they all behave the same way? Had she, a unicorn who made it a principle to spend half the day with her muzzle in a good book, not noticed this strange fact in all her years of reading? Preposterous! She couldn't leave this mystery uninvestigated; she had to test it out on another book, preferably one that was even larger. "Spike! Where's that copy of the Complete Collection of Canterlot Colonial Court Records?" Her question was met with silence. "Spike?" Where was that dragon now? Twilight frowned and looked up at the bookshelf nearest her. As big as the book was, it wouldn't be too hard to find even without Spike's help.

"...On this one especially..."

"Huh? Who's there?" Although it faded in and out from nothing, the voice had sounded like it was right in her ear. She spun around, but saw nopony. "Spike, is that you?" It hadn't sounded very much like Spike, but she would rather it be him than that she was hearing things now as well as seeing things.

"...Is Papilia, you know," another voice said from over by the staircase. Twilight still saw no one.

"Um, hello then, Papilia," she said, walking toward where she had last heard the voices, "I'm Twilight Sparkle. I'm not sure how you got in here, or why I can't see you, but--"

"Let's get out of here, this place gives me the creeps."

"Hey!" Sneaking up on her invisibly was one thing, but nopony insulted her library! Twilight charged toward the staircase, but the voices moved upwards away from her. She heard a door slam upstairs. "You'd better not be in my room!" She ran up the stairs and burst through the door, then proceeded without stopping up another flight at the back of the room and through another door. She could not remember ever running so fast, not even when she was being chased by that hydra, but she didn't seem to be getting tired. No matter how fast she ran, though, the voices always seemed to be one room ahead of her. At last she reached the door that led out to the very top of the tree. She stopped and listened to make sure the voices were still there. Sure enough, she could just make out their muffled conversation. She slammed open the door with one hoof. "Aha!"

The voices disappeared immediately. Nothing was visible except a dilapidated telescope that had been left out in the rain one too many times. Twilight walked forward, nearly filling the tiny platform by herself. Where were the owners of the voices? Even invisible ponies had to take up space, and Twilight still wasn't convinced invisibility was possible. She instinctively looked up at the sky, but it was clear. That ruled out flight as the means of the intruders' escape, unless they really were invisible.

She was about to turn back inside in defeat when she heard someone laugh in front of her, beyond the edge of the platform. Maybe they weren't invisible after all; maybe they had hidden themselves in the tree branches instead. She leaned over the railing. A rustle in the leaves caught her attention, and she leaned out further to get a better look, her front legs balanced on the railing for support. Just as she realized the rustling was coming from a large bird, a sharp pain flared in her eye. Her hooves twitched reflexively toward her face, slipping off the railing in the process, and the next thing she knew Twilight found herself tumbling from the top of the tree toward the ground far below.

Everything seemed to go in slow motion. She felt her stomach rise up in an attempt to escape the Earth's inexorable pull as wind whistled soundlessly past her face. She shut her eyes tight to block out the wind and her view of the rapidly approaching ground, but the sensation of falling remained, keeping her mind fixed on the inevitable sudden stop that would arrive all too soon.

Twilight awoke with a jerk.

She lay still for a moment with her eyes closed and mulled over the dream. Despite the voices and the book, it had seemed so real; she could remember every detail vividly, and her memories melded seamlessly from waking up in the morning to falling off the roof. Could her whole day have been just a dream? She would certainly miss that schedule. In the morning, she would have to make one for real. She reached for her blanket, but her hooves instead met with a rubbery obstacle. At the same time, she realized she was not lying in bed but was instead suspended in midair by her hind legs. She snapped her eyes open.

It was dark, but a faint glow emanated from her left inside a bulbous green shape that looked somewhat like a giant poisonous mushroom. Twilight barely saw it, busy as she was staring at the source of the illumination itself. A certain shy pegasus stared back, eyes wide open and glowing, her face frozen in a silent scream. An endless terrified moment passed, broken only when Twilight noticed the other pony's chest move in and out as she breathed. Twilight wrenched her gaze away from Fluttershy, her heart pounding, and turned to see the rest of her friends trapped in a similar manner. What had happened? Why were they all imprisoned here? The rubbery, transparent wall in front of her was no doubts identical to the pods containing her friends. Twilight forced herself to calm down and think of something, anything that would remind her where she was and how she got there. At last, there surfaced a memory of Princess Celestia hanging upside down in a chrysalis like these as insect-winged figures roamed the palace. Changelings. They had been captured by changelings.

All of a sudden the glowing eyes and the vividness of her dream made sense. The Changeling Queen had hypnotized her brother; who was to say she hadn't hypnotized her and her friends as well? Twilight wished she would have asked Shining Armor about his experience when she had the chance. For all she knew, she could have been asleep ever since the Queen trapped her in the caves under Canterlot.

Her lungs began to grow heavy, the effort of breathing distracting her from her thoughts. She realized that the inside of the chrysalis was filled not with air but with some sort of fluid that filled her throat, her eyes, her lungs. She tried to scream, but no sound came out. Frantically, she bent her neck up and tried to cast a spell that would evaporate the goo restraining her hooves, but the magic refused to flow, like she was trying to push molasses through her horn. Though the attempt made her still more dizzy, she strained against whatever force was holding her magic in. I can't give up. I've got to get out of here, and free... my... friends...

With a pop like a corked bottle being opened, the pent-up magic exploded outward all at once, disintegrating a majority of the chrysalis into shreds that sprayed in every direction. For the second time that day, Twilight felt the sensation of falling. She landed with a damp splat on the floor below. Luckily, the fall was not a long one, and she merely had the wind knocked out of her. As a large portion of said wind consisted of cocoon goo, she was actually somewhat glad for this.

Coughing and sputtering, she tried to stand up and failed, her numb legs giving out from under her. The spell had drained her much more than she had anticipated, and she supposed her sojourn in the chrysalis hadn't helped much in that regard. Lacking the strength to try again, she lay on the floor, gasping for breath and feeling the refreshingly cool, albeit stale, air slowly ease the heaviness in her lungs. From what she could see of it, the room was easily as large as the hall in Canterlot Tower and equally long and thin. She caught a glimpse of marble archways containing shadowy equine figures before her eyes were drawn to a pair of blue orbs approaching her.

Twilight groaned. "What do we have here?" the changeling said, flashing a grin full of pointed teeth. In response, Twilight passed out.

***

"I found this one awake and out of her hive pod, your majesty." The changeling deposited Twilight roughly on the hard floor of the throne room and spat a glob of something sticky onto her hooves. Twilight's eyes fluttered open. A warm, tingling sensation filled her body as sunlight fell on her from the stained-glass windows, and she felt strength return to her limbs. She looked up into the eyes of the Changeling Queen at the far end of the room.

Queen Chrysalis lolled on Princess Celestia's throne, her head on her hoof. "I suppose you expect me to reward you." The smaller changeling looked up and nodded. The queen's eyes widened in anger, making the changeling cringe."You imbecile! Why would you bring her here, instead of just putting her back to sleep? You are a changeling, aren't you?"

The changeling looked up sheepishly. "I'm just a guard, your majesty. I lack the skill to participate in such an intricate spell."

Chrysalis rolled her eyes. "Then send for Papilia to help you, she shouldn't have left yet. I don't have time to do every little thing myself. I have a country to conquer."

"Um..." The guard shifted his weight from side to side.

"What now?"

"The princess... she's, ah, gone missing again. Probably just out practicing her impersonations in the city," he added quickly, backing up further as the queen rose from the throne and advanced on him.

"WHAT?"

Twilight took advantage of the queen's distraction to get to her hooves. The guard had only managed to glue down one of them, so she quietly melted the bond and backed out through the open front doors while the queen was still shouting at her subordinate.

The moment she got outside, she broke into a gallop. The few guards who were stationed outside the doors looked up in surprise, hesitating for a few seconds before taking flight in pursuit. Their buzzing wings echoed in the castle corridors, but Twilight had momentum on her side. Before they could catch up, she used her newfound strength to teleport herself out of the palace completely.

A changeling on the corner of Third Avenue and Trottingham Lane slammed into a wall in surprise at seeing a purple unicorn appear out of nowhere in front of him. Twilight ignored him and glanced at her surroundings, planning her next course of action. She could try to escape the city, maybe even make it back to Ponyville, but then what? All her friends and Princess Celestia were still trapped somewhere, and without the Princess or the Elements of Harmony, what chance did Equestria stand against the Changeling Queen?

A brown earth pony burst out of a door in front of her, pursued by another changeling. On an impulse she ran after them in hopes of rescuing the poor pony, but all such thoughts vanished the moment she turned the corner. The sky teemed with changelings flying every direction at once and nearly blocking out the sun. Their shadows danced on the ground, creating the illusion that the street itself was alive. The pony she had followed tripped and was soon covered up to his neck in green goo shot from the mouths of the changelings above. Similar scenes recurred up and down the street as ponies were flushed from their homes and into the waiting hooves of the swarm.

A trio of changelings spotted Twilight's dumbstruck form and dove at her. She ran back the way she came, not caring where she was headed as long as she put as much distance as possible between herself and the changeling army. Turning a corner at random, she nearly tripped down a flight of stairs leading to the blissfully deserted street below. She took the steps two at a time, aware of the eery buzzing growing ever louder behind her. She saw another intersection at the bottom and took a left. Once again, she counted her blessings that the only changelings in the area were the ones behind her. She looked up and down the rows of empty shops and apartments, looking for someplace, anyplace to hide from her pursuers. If only this was Market Street, with its jumbled collection of wooden stalls filled with fruit and flowers. Here, there wasn't even an open-air table at one of the restaurants, not that that would have fooled the changelings for long. Twilight ran up to the nearest door and tried to open it, but it was locked. Spotting the entrance of an alleyway up ahead, she dashed for it, limbs straining as she pushed herself to her top speed. She teleported the last few yards and threw herself against the nearer wall just as the changelings rounded the previous corner.

She heard them land, the buzzing of their wings replaced by strangely hollow-sounding hoofbeats. One such set of hoofbeats approached her hiding place slowly. I shouldn't have picked such an obvious hiding spot, Twilight realized. If they're smart, they'll know this was pretty much the only place I could have gone. Pressing her flank flat against the stone surface, she held her breath, not daring to make even the smallest noise, as the changeling walked closer and closer.

The owner of the approaching hoofbeats came within a building's length of her hiding spot, but then it stopped as another of the creatures screeched out a brief message in their unintelligible language. The nearby changeling hissed back a reply, and then Twilight heard the buzzing of their wings as they flew back the way they came, which grew fainter as they increased their distance. She waited until she could no longer hear them above the background noise of the rest of the city, and then let out her pent-up breath in a protracted sigh of relief. She wasn't sure why they had given up looking for her; perhaps they had merely returned to more crowded streets in search of easier prey. Regardless, the thought that she had successfully given them the slip gave her reason enough for her first smile since she had awoken. She peered cautiously around the corner, just to make certain that they were truly gone.

The street was once again as empty as she had found it. What she had moments ago welcomed as a salvation now struck her as exceedingly odd. Why, with all the changelings flying around and tormenting everypony elsewhere in the city, was this section of Canterlot devoid of any sign of life? Perhaps everypony that lived here has already been captured and put into those chrysalises, like my friends and I were. If so, there had to be many more chambers like the one she had woken up in just to hold all those sleeping ponies. Her insides quivered at this thought, but at least it meant the ponies were being kept alive as opposed to the alternative...

The sound of galloping hooves brought her thoughts back to her own predicament. She turned her head in an attempt to locate the source of the noise, but before she could move something pony-sized barreled into her from the alleyway, knocking her to the pavement. She sprang back onto her hooves, prepared to fight her way out of the inevitable struggle. Although stars danced in front of her eyes, she could still see that she had only one assailant to deal with. Charging her horn with energy, she aimed a knockout blow at the changeling.

"Waaait!"

Twilight could scarcely believe her eyes. Before her cowered not a changeling, but a pale yellow pegasus pony, shivering on the ground and covering her head with her front hooves, a single watery eye quivering at her from between locks of flowing pink hair. "Fluttershy?"

"Twilight? Is it really you?" The unicorn responded by nearly bowling her over with the force of her embrace.

"Of course it's me, don't worry. I'm just so glad you're safe. How did you escape?"

"Oh, Twilight, it was just horrible," Fluttershy said, giving Twilight's neck a squeeze. "I woke up in this dark, creepy room full of big green chrysalises, and our friends were all trapped inside them, and I wanted to help, but... I got scared and ran away. I'm useless, I know."

"No, you're not." Twilight backed up and placed a comforting hoof on her friend's shoulder. "You were very brave. That place would scare anypony out of her right mind."

"You were there too?"

"Yeah, I must have woken up right before you did. Didn't you see the broken pod?"

"Oh, well, yes. But I didn't want to get my hopes up that you'd escaped. So you must have gotten scared and run out the back tunnel, too?"

"Actually, I was captured by the Changeling Queen. I just managed to escape." Twilight cursed silently when she saw Fluttershy's eyes grow wide.

"The Ch-changleing Queen?"

"Yes, she's the one trapping everypony in chrysalises. Wait a minute..." Something the yellow pony had said had just registered with Twilight. "There's a tunnel? Where?"

"It comes out back there," Fluttershy said, gesturing to the back of the alley. "I can show you if you'd like. Only, let me stay close to you if we're going back there, it's kind of... frightening."

Twilight allowed the pegasus to move in beside her so that her wing pressed against her side as she breathed. "Okay, let's go." Together, they trotted to the end of the alley, only to find...

"A dead end?" Twilight disengaged herself from her friend and turned to look at her inquisitively.

"The door's probably hidden," said Fluttershy, looking around at the stone walls surrounding them. "The tunnel looked like no one had used it in a long time. Why don't you look for it with your magic?"

Twilight turned to stare at the pegasus, who returned her gaze and jerked her head in the direction of the dead end. The lavender unicorn broke eye contact and channelled a detection spell through her horn, surprised at the effort it took. What had happened to all the energy she had felt in the throne room? Had her teleport into the city really taken that much out of her? She glanced back at Fluttershy, unsure why she felt so compelled to keep an eye on her. Her breath caught in her chest. One of her friend's eyes had transformed, a blue tint seeping across the normally white cornea and a slit-like pupil replacing the usual round watery one.

"What's wrong?" The pegasus blinked, the affected eye switching from her right to her left.

Twilight sprang back in alarm. "You're not Fluttershy! You're the Changeling Queen!"

"What?" the other pony said, taken aback. Then she caught a glimpse of her reflection in Twilight's dilated eyes. "Oh, oak galls," she swore, her voice becoming harsher and tremolo. "And it was going so well, too."

The back wall prevented Twilight from retreating any further as the changeling reverted to its true form in a flash of green fire. It was not the Changeling Queen; the changeling before her was too small, and her mane, if you could call the ragged membrane growing out of her scalp a mane, was cut short into bangs. However, her face and catlike eyes bore a distinct resemblance to the larger changeling, separating her from the other changelings with their identical insect-like features.

"At least I got enough of a meal to take you out with your own power," the changeling said, advancing on the cornered unicorn.

"Who are you?" Twilight managed to blurt out.

"You don't recognize me?" The changeling stopped in her tracks and raised an eyebrow. "And yet you managed to escape from the Hivemind. Interesting."

Twilight's confusion intensified. Why should she recognize this mare? But from her response, she knew she would not receive an answer. "The Hivemind?" she asked instead, stalling for time as she looked for a way out of her predicament.

"Yes," the other said, smiling. "That's what we call the shared hypnosis we have you ponies in. The one to which you will be returning shortly."

A shroud of sickly green energy wreathed her horn, but Twilight was ready for it. She leapt out of the way as the spell crackled against the stone leaving a scorch mark. She ran past the startled changeling and out toward the entrance to the alley. If she could just reach the open street...

Something wet and sticky struck Twilight's legs from all sides, tripping her to the ground and holding her there. She looked up to see half a dozen changelings leap down from various positions on the rooftops lining the alleyway. An unwelcome visage flickered into view, projected larger-than-life on the wall of the nearest building. "No," Twilight breathed up at it.

The Changeling Queen ignored her, however, choosing to address the changeling who had been impersonating Fluttershy and had just caught up to the captured unicorn. "There you are, Papilia. Enjoying ourselves, are we? I decided to check in on you, in case you needed any... assistance." On her last word, she glanced over at Twilight.

"You were about to let her escape. Again." Chrysalis turned her attention back to Twilight. "I see now that I really do have to do everything myself. Time to go back to sleep."

"Wait. You changelings feed off of love, right? What good is it to you if we're all asleep?"

"Oh, you don't have to love me, it just works better that way. I can intercept your love just fine in your dreams. And I can't have the Elements of Harmony wandering around free now, can I? Besides, I still have your brother."

"You evil monster!"

"Heh. Accusations like that won't win you any friends. I thought you would have learned that by now. Anyway, enough talk, 'sister-in-law'."

She wasn't sure how it was possible at this distance, but Twilight felt the Queen's vast magic engulf her. She fought back as hard as she could, but in her exhausted state she felt her resolve weakening. "I can't go back," she found herself shouting. "It's not real!"

"I don't know why you're complaining," Chrysalis said, her green eyes narrowing in annoyance. "This way everyone gets what they want. Us changelings get to eat, and you ponies get to live out your lives as if nothing ever happened. You will wake up tomorrow morning, and this will all have been a bad dream." The pressure on Twilight's mind grew absurdly strong, robbing her of all her senses except for her view of those staring, cat-like eyes.

To those of you who read the original chapter 1, I hope you enjoy this post too, even though there's not much new stuff in it. This is the revised version of chapter 1 that I fixed for spelling, grammar, and most of all just poor style and pacing. Nothing plot-wise has really changed, but it's hopefully described better. I found an excellent book, "Self-Editing for Fiction Writers," that helped me finally figure out what "show, don't tell" entails, among other things. I hope the effort makes reading this a more enjoyable experience than before.

It took far too long for my liking, though. I had a weird sort of writer's block where I could write other parts of the story, but I just couldn't concentrate on the necessary rewriting that went along with the revision. Needless to say, it took me longer to edit chapter 1 than it did to write in the first place. It's probably because it took until after I posted it for me to realize I wanted to revise it, so my mind had already moved on. I hope to finish chapter 2 soon, and get the story rolling again.

Ooh, I can't wait to see what happens next! This is pretty good for a first fic.

Oh, I caught 1 error:

>>Perhaps everypony that lived here has already been captured and put into those chrysalises, like my friends and I were. If so, there had to be many more chambers like the one she had woken up in just to hold all those sleeping ponies.

If that first sentence is Twilight's thoughts, it should be italicized to show as much.

I finally managed to find the time to read this! I'd been wanting to ever since you posted the first (non-revised) chapter. I only had time to skim it back then, but it looked very interesting. It was most definitely worth the wait.

I'm looking forward to seeing the next chapter! Also, congratulations on the EQD feature.

I just wish I had been able to read it sooner! Oh well, since I'm gonna be taking it easy from now on, I'll have more time to read Chapter 2 as soon as it comes out.

Also! If you need any help at all, be it proofreading, advice, suggestions, or just a blunt object to bounce ideas off of, just let me know. You have a true talent for writing, and it would be my pleasure to help you hone it.

Most of this should be clear from context, but here goes: 1) Chrysalis is the official name of the Changeling Queen, 2)the guard is referring to the Changeling Princess, Papilia, who 3) spotted Twilight independently while wandering the city.

Really cool idea, bro! And excellent, excellent writing AND editing. So many fics never get the kind of fourth, fifth, and even sixth draft revisions they desperately need. This thing shines like a chrome bumper.

IMHO the story is far to fast paced. I think it would be far more intresting if it took Twilight an entire chapter just to figure out that she was trapped in a dream. Bonus points if the reader is kept in the dark of what is going on too, so he has to figure it out while Twilight does.

A very interesting, yet scary concept.I liked how Twilight realized stuff was wrong with her books and Pinkie's "explanation" for opening books to the middle.I also liked Twilight escaping and the horrors of all the ponies being rounded up.I am curious though, how do they feed the ponies while they're sleeping?Looking forward to reading more.

I think it's more of a cryogenic kind of process. The ponies are stuck in there while the liquid around them feeds the nutrients they need to not wither away within a few weeks. Either that or the liquid eventually turns them into changelings and they're released once all their love has been drained out. Who knows?